No Assignment of Earn-Out Rights. No interest in the Net Earn-Out Amount or any portion thereof, no right to participate, in whole or in part, in the Net Earn-Out Amount pursuant to Section 1.14, and no right to receive any distribution of cash in connection therewith pursuant to Section 1.14 may be assigned or transferred to any Person (whether by operation of law, or in connection with any sale, assignment or other transfer of any Common Shares, shares of Series A-1 Preferred Stock or otherwise), and any attempt to do so will be void. The Net Earn-Out Amount and the provisions of Section 1.14 relating to the Net Earn-Out Amount are intended solely for the benefit of the Company Stockholders and the holders of Company Options, and the right (if any) to receive distributions in connection with the Net Earn- Out Amount shall be personal to those Persons; provided, however, that any and all rights under this Section 1.14 of any Company Stockholder or holder of a Company Option that is an (i) individual shall be freely assignable and transferrable (by operation of law or otherwise) in the case of the death or any such individual to such individual’s estate, spouse, children, ancestors and/or any descendants of any ancestors and (ii) entity shall be freely assignable and transferrable to such entity’s successors, any transferee of all or substantially all of such entity’s assets, or with the prior written consent of Buyer (not to be unreasonably withheld).
No Assignment of Earn-Out Rights. As long as the Earn-Out Shares -------------------------------- are still held by the Escrow Agent, no interest in the Earn-Out Shares or any portion thereof, no right to participate, in whole or in part, in the Earn-Out Shares, and no right to receive any distribution of securities in connection therewith may be assigned or transferred to any Person (whether by operation of law (except for inheritance), or in connection with any sale, assignment or other transfer of any shares of Company Capital (or any Newco or Parent securities issued in exchange therefor), and any attempt to do so will be void. The Earn-Out Shares and the provisions of this Section 1.7 relating to the Earn- Out Shares are intended solely for the benefit of the Company Shareholders and their heirs, if any. The right (if any) to receive the Earn-Out Shares shall be personal to the Company Shareholders and their heirs, if any, and such right shall not (x) attach to or run with such stock or any Newco or Parent securities issued in exchange therefor or (y) inure to the benefit of any purchaser, assignee or other transferee either of such stock or such Newco or Parent securities.
No Assignment of Earn-Out Rights. No interest in any Earn Out Shares or any portion thereof, no right to participate, in whole or in part, in any distribution of Earn Out Shares pursuant to Section 1.13, and no right to receive any distribution of cash or securities in connection therewith pursuant to Section 1.10 may be assigned or transferred to any Person (whether by operation of law, or in connection with any sale, assignment or other transfer of any shares of Company Common Stock, Company Warrants or Company Options (or any Parent securities issued in exchange therefor pursuant to Section 1.6), or otherwise), and any attempt to do so will be null and void, provided that notwithstanding the foregoing, such rights may be assigned (i) by holders of Company Warrants, as permitted under the terms of such Company Warrants and (ii) by holders of Company Options, as permitted under the terms of the documents governing such Company Options. Except as otherwise provided in this Section 1.13(e), the Earn Out Shares and the provisions of Section 1.10 and Section 1.13 relating to such Earn Out Shares are intended solely for the benefit of the Persons who immediately prior to the Effective Time were holders of shares of Company Common Stock,
